14 June 2018
Phaunos Timber Fund Limited (“Phaunos” or the “Company”)
Update on Possible Offer by Stafford
Further to the announcement made on 5 June 2018 by Stafford Capital Partners Limited (“Stafford”) regarding a possible cash offer for the entire issued and to be issued share capital of the Company (the “Possible Offer”), the Board of Phaunos re-iterates its commitment to balance maximising the value from the Company's investments with making timely returns of capital to shareholders.
At the Annual General Meeting on 19 June 2017 a majority of shareholders voted against continuing the Company. The Board of the Company subsequently put forward a plan to realise the assets of the Company in an orderly manner. Shareholders approved a revised investment policy at an Extraordinary General Meeting held on 17 August 2017. On 10 July 2017 Stafford tendered its resignation as Manager, effective 16 February 2018.
Since 17 August 2017, the Board has been preparing for the sale of the asset portfolio (the “Asset Realisation Process”), assisted by its professional advisers. The Asset Realisation Process was launched earlier this year, led by Pöyry Capital (“Pöyry”), and it is anticipated that initial indications of interest will be received on or around 28 June 2018. The Asset Realisation Process is an important component in properly understanding and assessing the current valuation of Phaunos.
In light of the above, the Board strongly encourages parties contacted hitherto to provide indications of interest as per the timetable communicated to them by Pöyry.
Stafford was fully aware of the sale process and its timetable at the time the process was launched by Pöyry and was given the opportunity to participate, but declined to do so. Accordingly, the Board of Phaunos considers Stafford's unsolicited approach to be highly opportunistic given the ongoing Asset Realisation Process.
The Board confirms that there has been no engagement with Stafford or its advisers since the announcement of the Possible Offer, nor has Stafford proposed any such engagement.
The Board urges shareholders to take no action at this time in relation to the Possible Offer and will make a further announcement, including in relation to its views on the value of the Possible Offer, in due course.
Rule 2.6(a) of the City Code on Takeovers and Mergers (the “Code”), requires that Stafford, by not later than 5.00 p.m. on 3 July 2018, either announces a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announces that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.